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SUMMARY OF PROSPECTUS Capital increase by cash contribution reserved for existing shareholders, holders of
preferential subscription rights and group employees.
Maximum Number of Shares to Issue:
- Portion I: 48,750 shares reserved for existing shareholders and holders PSR
- Portion II: 8,600 shares reserved for group employees
Subscription Price:
- Existing shareholders and holders of preferential subscription rights: MAD 385
- Permanent employees of the group: MAD 308
Subscription parity for Part I: 1 new share for 5 PSR
Global amount of transaction: MAD 21,417,550
Subscription Period: 06/04/2015 au 04/05/2015
Financial Advisors and Global Coordinators
Organization in charge or recording the
offer with the Casablanca Stock Exchange
Organization in charge of centralizing and
collecting subscriptions
Visa of CDVM
In accordance with the circular of the CDVM, taken pursuant to Article 14 of Royal Decree No.
1-93-212 of 21 September 1993 concerning the Ethics Council for Securities (CDVM) and the
information required by legal persons making public offering as amended and supplemented, the
original of this prospectus was approved by the CDVM on 23/03/2015, under reference No. VI/EM/004/2015.
Collector of Employee Subscriptions
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WARNING
The CDVM approved on 23/03/2015 a prospectus related the capital increase of TIMAR S.A.
by cash contribution
The Prospectus approved by the CDVM is available at any time at the headquarters of the
[issuer] and with their financial advisor. It is also available in a maximum period of 48 hours
at institutions taking orders.
The prospectus is available to the public in the headquarters of the Casablanca Stock
Exchange and on its website www.casablanca-bourse.com. It is also available on the website
of the Securities Commission www.cdvm.gov.ma.
PART I: Presentation of the transaction
I. Regulatory framework of the transaction
I. Regulatory framework of the transaction
The Board of Directors of TIMAR held on 15 September 2014, under the chairmanship of Mr.
Jean Charles PUECH (Father), decided to seek authorization from the extraordinary general
meeting to make a capital increase by issuance of a maximum amount of 25 million dirhams,
including share premium.
Such increase will be carried out by cash contributions and will be reserved for 85% to former
shareholders and holders of preferential subscription rights and the remaining 15% will be
reserved for permanent employees of the group.
A special report of the auditors on the cash capital increase and the proposed cancellation of
preferential subscription rights proposed by the Company's Board of Directors has been
worked out for this purpose.
The extraordinary general meeting of shareholders of TIMAR, held on 20 October 2014, upon
the report of the Board of Directors met on 15 September 2014, decided:
The increase in the share capital by a maximum amount of 25 million dirhams, including
share premium, and the creation of 62,500 new shares at maximum. The price range will be
between 350 and 400 dirhams per share, issue premium included with a maximum discount
of 20% for employees of the group. Such increase will be carried out by cash contributions
and will be reserved to:
- Former shareholders and holders of preferential subscription rights;
- Permanent employees of the group.
The elimination of the preferential subscription right of shareholders for the portion
reserved for permanent employees of the group;
If irreducible subscriptions and, if necessary, reducible allocations do not absorb the entire
capital increase, the Extraordinary General Meeting authorizes the Board of Directors to limit,
if necessary, the amount of the capital increase to the amount of subscriptions received.
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The Extraordinary General Meeting grants to the Board of Directors the necessary powers
to carry out this capital increase, fix its final terms, take note of the completion thereof and
proceed to amend the status.
The Board of Directors will have accordingly all powers to decide and perform the acts and
formalities necessary for the capital increase, including fixing the number and issue price of
the new shares, collecting subscriptions, making and signing the declaration of subscription
and payment stipulated by the law and amending the articles of association regarding strictly
this capital increase.
If the number of securities subscribed for under the portion reserved for employees is lower
than the corresponding offer, the number of unsubscribed shares will be allocated to the
subscribers of the portion reserved for existing shareholders and PSR holders who have
subscribed to reducible subscriptions.
The Board of Directors held on 19 March 2015 decided to:
Fix definitively the capital increase in MAD 21,417,550.00 (Twenty-one million four
hundred seventeen thousand five hundred and fifty dirhams), through the creation of 57,350
new shares as follows:
- Portion I : 48,750 shares at the issue price of 385 dirhams per share 2014 coupon
attached, including a premium of 285 dirhams per share reserved for existing
shareholders and holders of preferential subscription rights;
- Portion II : 8,600 shares at the issue price of 308 dirhams per share 2014 coupon
attached, including a premium of 208 dirhams per share, for permanent employees of
the group in Morocco.
The new shares offered to existing shareholders and PSR holders will be paid in cash upon
subscription. Parity is fixed at (1) new share for (5) PSR.
If irreducible subscriptions and, if necessary, reducible allocations do not absorb the entire
capital increase, the Board will limit the amount of the capital increase to the amount of
subscriptions received.
If the number of securities subscribed for under portion II is less than the corresponding offer,
the number of unsubscribed shares will be allocated to the subscribers of portion I who have
subscribed to reducible subscriptions.
Set the final terms for portion II reserved for employees :
The number of shares reserved for the portion of employees is 8,600 shares.
The subscription price offered to employees is MAD 308, a discount of 20% compared to the
subscription price offered to existing shareholders and PSR holders.
The subscription terms approved by the Board of Directors are as follows:
- Shall be eligible for this capital increase operation permanent employees of TIMAR
group in Morocco with an indeterminate work agreement without seniority conditions.
The group's subsidiaries whose employees are eligible are:
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TIMAR S.A
Canet Levage
TIMAR TANGER MED
The subscription amount must be less than or equal to one of the following thresholds:
12 months gross salary (annual taxable gross salary including the 13th
month and
the 2013 annual bonus).
10% of the global amount of the transaction, i.e. MAD 2,141,755.
In accordance with the law, employees are entitled to a tax exemption on income of 10% discount. The
company will bear the tax equal to 10% of extra discount.
The shares reserved for employees will be in registered administered form.
The shares subscribed for under this capital increase must be held by employees for a minimum period
of 3 years, as of the date of registration into account except for early release.
During this period, the shares in question may not be assigned or pledged (except pledge in favor of
BMCE Bank in case the employee uses a bank loan during the subscription).
However, the subscribers have the opportunity to sell their shares in anticipation and with the
agreement of the employer, without having to pay the discount in the following cases:
Marriage or divorce with child custody ;
Death of the employee ;
Accession to the main property ;
Final and absolute disability of the subscriber ;
Sale launched by BMCE Bank following a 20% drop in the price of the share on the
market compared to MAD 385 subscription price (In case of financing the purchase by
bank loan).
In case of resignation or dismissal for serious misconduct of the employee, as defined by the
labor code, and if the termination of the employment contract is done during the vesting
period, the employee shall refund to TIMAR SA the amount of discount he/she received.
They will also repay the amount of the income tax they had been exempted from
(corresponding to a 10% discount) as well as that supported by TIMAR SA for the additional
discount of 10%.
TIMAR SA will pay tax equal to 10% of discount.
In the event of death or disability of the employee, the exemption from tax on the discount
and the tax borne by TIMAR SA under the additional discount will not be reimbursed by the
employee.
The new shares will be allocated on a one share per subscriber basis with priority given to the
highest applications. The allocation mechanism of one share per subscriber, within the limits
of their application will be made by iteration, until exhaustion of number of shares reserved
for this type of order.
The new shares shall be usable from January 1st, 2014.
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The eventual repayment terms of the discount and the tax thereon as well as bank financing
arrangements are presented in the prospectus approved by the CDVM.
Confer all powers to the Chief Executive Officer, Mr. Olivier PUECH, to sign the
Prospectus relating to the capital increase, set a date for the opening and closing of the
subscription period, receive subscriptions, withdraw after the completion of the capital
increase the blocked funds, make and sign the declaration of subscription and payment
required by law, and finally do what is necessary for the successful implementation of the
transaction.
Confer all powers to the bearer of an original, copy or extract of these minutes to
accomplish all the formalities required by law.
A meeting of the Board of Directors will be held after the closing of the subscription in order
to take note of the completion of TIMAR SA capital increase and proceed to amend the
articles of association accordingly.
II. Operation Objectives
The TIMAR capital increase in cash will seek to:
• Strengthen the business of the company and in particular the business of logistics and
industrial projects. This strengthening should result in the acquisition of various handling,
lifting and outsized cargo transportation equipment.
• Expedite the establishment of TIMAR in Africa by strengthening the capital of its
subsidiaries. Flows to Africa are indeed constantly increasing which requires strengthening
its presence in a number of countries. TIMAR is already present in Tunisia, Senegal, Mali
and Côte d’Ivoire.
• Strengthen TIMAR’s own equity and cash to enable it to cope with possible external
growth opportunities and/or meet the funding needs that might arise from the possible
restructuring of its investment portfolio.
• And to retain the company's staff by giving them the opportunity to integrate the
shareholding of the company through subscription to the portion reserved for them in this
capital increase.
III. Intentions of the main shareholders
Jean Charles PUECH (Father) should subscribe to this capital increase up to his preferential
subscription rights.
Olivier PUECH should subscribe to this capital increase up to his irreducible and reducible
preferential subscription rights.
Geneviève PUECH should subscribe to this capital increase up to her irreducible preferential
subscription rights.
SCGPP, family holding company owned by Puech children, will subscribe to all its
irreducible and reducible preferential subscription rights.
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IV. Transaction Amount
TIMAR aims at the implementation of a cash capital increase for a maximum amount of
MAD 21,417,550 DH, through the issuing of:
- 48,750 shares at the issue price of 385 dirhams per share 2014 coupon
attached, including a premium of 285 dirhams per share reserved for existing
shareholders and holders of preferential subscription rights;
- 8,600 shares at the issue price of 308 dirhams per share 2014 coupon attached,
including a premium of 208 dirhams per share, for permanent employees of the
group in Morocco.
V. Information’s about the shares to issue
Type of shares Shares of the same class and fully paid up.
Form of shares
The shares of the portion reserved for existing shareholders and
PSR holders will be all bearer shares as of their admission to
trading on the Casablanca Stock Exchange and will be fully
dematerialized and entered into account with Maroclear.
The shares reserved for employees will be in registered
administered form.
Maximum number of
new shares
57,350 new shares of which 48,750 shares offered to existing
shareholders and holders of preferential subscription rights and
8,600 shares for permanent employees of the group.
Subscription price
MAD 385: shares for existing shareholders and holders of
preferential subscription rights;
MAD 308: shares for permanent employees of the group in
Morocco.
Nominal value MAD 100.
Share premium
MAD 285 for the portion reserved for existing shareholders and
holders of preferential subscription rights;
MAD 208 for the portion reserved for permanent employees of the
group in Morocco.
Payment of shares The shares, subject of this Prospectus will be fully paid and free
from any commitment (excluding employees).
Share Marketability
The shares of the portion reserved for existing shareholders and
PSR holders will be freely tradable on the Casablanca stock
exchange.
The shares reserved for employees will be inalienable for 3 years
from the date of registration into account.
Furthermore, the shares acquired by bank financing with BMCE
Bank will be pledged in favor of the bank until the full repayment
of the loan and interest thereon.
Dividend date * 1 January 2014
Listing of new shares The shares resulting from this capital increase will be assimilated
to the old shares in order to be listed on the first line.
Preferential subscription
rights related to portion I
The theoretical price of preferential subscription rights (PSR) is
calculated as follows: PSR = (TIMAR SA closing share price on
the eve of the date of posting the PSR - Subscription Price) X
([number of new shares] / [number of old shares + number of new
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shares]).
Under the provisions of Article 189 of Act 17-95 on public limited
companies, as amended and supplemented, the shareholders have a
preferential right to subscribe for new shares in cash in proportion
to the number of shares they possess.
The preferential subscription rights relating to this capital increase
are freely traded on the Casablanca Stock Exchange this during the
subscription period which runs from 06/04/2015 to 04/05/2015
included.
Pursuant to Article 189 of Act 17-95 on public limited companies,
as amended and supplemented, for the period of subscription, the
preferential subscription right is negotiable under the same
conditions as the share itself.
Subscription to the new shares is reserved to former shareholders
of the company and the preferential subscription rights holders.
They will, therefore, have an irreducible right to subscribe for the
new shares to be issued.
They will also have a subscription right for excess shares, related
to the distribution of shares not taken up by the exercise of
irreducible subscription rights. This distribution will be made in
proportion to their shares in the capital, within the limits of their
applications without assigning fractions. Under the provisions of
section 197 of the Act, shareholders who wish to exercise their
preemptive rights will have a period of 20 trading days as of
06/04/2015 i.e. the closing of the subscription period is scheduled
for 04/05/2015.
Listing features of PSR
Code : 10102
Ticker : TIMB
Label : DS TIM -(AN15 1P5)
Paying-off of order book The Casablanca Stock Exchange will proceed on 01/04/2015 to
paying off the order book of TIMAR security.
Rights attached
All shares have the same rights either in the distribution of profits
or the distribution of liquidation proceeds.
Each share is entitled to one vote at meetings. There is no share
with a double voting right.
* Dividend date : The right to dividends relating to the fiscal year 2014 shall be distributable in 2015
VI. Shareholding before and after the transaction
The impact of the capital increase on the shareholding structure of TIMAR is included in the
following table and is based on the assumption that all shareholders will subscribe on an
irreducible basis in proportion to their PSR.
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Before Capital Increase Number of new
shares
After Capital Increase
Shareholders
Number of
shares
% of capital
and voting
rights
Number of
shares
% of capital
and voting
rights
Jean Charles Puech (Father) 123 048 50.48% 24 610 147 658 49.04%
Jean Charles Puech (Son) 10 260 4.21% 2 052 12 312 4.09%
Olivier Puech 12 500 5.13% 2 500 15 000 4.98%
Cecile Puech 10 000 4.10% 2 000 12 000 3.99%
Geneviève Puech 206 0.08% 41 247 0.08%
SCGPP 12 500 5.13% 2 500 15 000 4.98%
Puech Family 168 514 69.13% 33 703 202 217 67.16%
Floating 75 236 30.87% 15 047 90 283 29.98%
Permanent employees of group 8600 8 600 2.86%
Total 243 750 100% 57 350 301 100 100%
Source: TIMAR
VII. Trading Schedule on the Casablanca Stock Exchange
VIII. Trading Characteristics of New Shares
Company TIMAR
Kind of business Transport
Compartment 3rd
compartment
Trading Method Several fixings
Security Code 10100
Ticker TIM
Trading Wording TIMAR
Trading Line 1st line
STEPS DATES
Filing of the offer document 23/03/2015
Reception of the full transaction file by SBVC 23/03/2015
Issuing of the approval notice by SBVC 23/03/2015
Reception by stock exchange of the prospectus approved by CDVM 23/03/2015
Publication in the stock list 25/03/2015
Detachment of subscription rights 01/04/2015
Opening of subscription period 06/04/2015
Listing of subscription rights 06/04/2015
Closing of subscription period 04/05/2015
Delisting of subscription rights
05/05/2015
Completion of the Capital Increase
08/05/2015
Reception by SBVC of the results of the capital increase 13/05/2015
Delivery of new shares 15/05/2015
18/05/2015 Announcement of the results of the operation to the stock list 18/05/2015
Minutes of the Board noting the completion of the capital increase
Admission of new shares and registration of the increase
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Listing Date 18/05/2015
Institution responsible for the registration of transaction MENA.C.P
IX. Financial Intermediaries
Type of financial intermediaries Name Address
Advisors and global coordinators of
the transaction
MENA.C.P
23, Rue Ibnou Hilal, Quartier
Racine – Casablanca
Phone: 05 22 39 50 00
VPL Capital
353, Bd Mohammed V, 3ème
Etage, Casablanca
Phone: 05 46 13 84 79
Centralizing body MENA.C.P
23, Rue Ibnou Hilal, Quartier
Racine – Casablanca
Phone: 05 22 39 50 00
Collecting bodies of subscription
orders
Portion I : All custodians
Portion II : BMCE Bank
140 Avenue Hassan II
Casablanca
Phone: 05 22 49 88 52
Institution responsible for the
registration of the transaction
with the Casablanca Stock
Exchange
MENA.C.P
23, Rue Ibnou Hilal, Quartier
Racine – Casablanca
Phone: 05 22 39 50 00
X. Terms of Subscription
X.1 Subscription Period
The registration operation in the capital increase, subject of this Prospectus, is open with the
clearinghouse and order collector MENA.CP, with BMCE Bank for the employee portion
reserved for employees as well as with all depositaries during the subscription period, from
06/04/2015 to 04/05/2015.
The current shareholders of TIMAR may apply directly to their depository (custodian banks
and custodian brokers) to subscribe for the operation.
Employees of TIMAR group in Morocco will apply directly to BMCE Bank, sole body
responsible for collecting subscription orders for the employee portion.
X.2 Beneficiaries
The capital increase, subject of this Prospectus, is reserved for existing shareholders of
TIMAR, preferential subscription rights holders and permanent employees of the group in
Morocco.
From 18/05/2015, the shares issued in connection with this transaction will be freely tradable
on the Casablanca Stock Exchange, except for shares reserved for employees and those
pledged for bank financing (see subscription procedures).
Portion I
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The number of shares reserved for this type of order is 48,750 shares (85% of the total
number of shares offered). This type of order is reserved for existing shareholders and holders
of preferential subscription rights.
Under the provisions of Article 189 last paragraph of Act No. 17-95 of 30 August 1996 on
public limited companies as amended and supplemented by Act No. 20-05, the subscription of
new shares is reserved for existing shareholders and preferential subscription rights holders.
PSR holders will therefore have an irreducible right to subscribe for new shares to be issued.
If certain shareholders have not taken the shares to which they were irreducibly entitled, the
shares thus made available shall be allocated to the shareholders who have reducibly
subscribed to a greater number of shares in proportion to their share in the capital and within
the limit of their demand.
Portion II
This type of order is reserved for permanent employees of the group in Morocco with an
indefinite employment contract and without seniority conditions.
The subscription amount must be less than or equal to one of the following two thresholds:
12 months gross salary (annual taxable gross salary including the 13th
month and
the 2013 annual bonus).
10% of the global amount of the transaction, i.e. MAD 2,141,755.
The group's subsidiaries whose employees are eligible are:
TIMAR S.A
Canet Levage
TIMAR TANGER MED
X.3 Submission of subscription forms
Shareholders and employees who wish to participate in this operation are invited to submit to
the order collectors, from 06/04/2015 to 04/05/2015, a subscription form in accordance with the
template made available to them and annexed to this Prospectus.
Subscription forms may be cancelled at any time until the end of the subscription period.
X.4 Identification of subscribers
The order collectors, within this capital increase operation, must ensure prior to acceptance of
subscriptions, that the subscriber is a shareholder or subscription rights holder. As such, they
must obtain a copy of the document attesting to their identification and attach the same to the
subscription form along with the documents supporting membership in one of the categories
described below. A certificate of preferential subscription rights blocking should be also
attached to the subscription form.
For subscription of employees, TIMAR SA will transmit to BMCE a detailed list of eligible
employees to the operation. Employee subscriptions will be accepted upon presentation of
documents listed in the table below:
Portion I
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Category Documents to be attached
Moroccan resident individuals Photocopy of ID
Moroccan individuals residing abroad Photocopy of ID
Non-Moroccan resident individuals Photocopy of residence permit
Non-resident and non-Moroccan individuals
Photocopy of passport pages containing the
identity of the person and the dates of issue and
expiry of the document
Moroccan legal persons (excluding UCITS) Photocopy of the trade register
Foreign legal persons
Any document applicable in the country of
origin certifying their belonging to this
category or any other means acceptable to the
centralizing body
Moroccan UCITS
Copy of the approval decision:
- for FCP, the certificate of filing with the court
- for SICAV, the form of registration with the
trade register
Moroccan qualified investors (excluding UCITS)
Photocopy of the approval decision and
photocopy of the trade register including the
corporate object and showing their belonging to
this category
Foreign accredited investment institutions
Photocopy of the articles of association or any
document deemed applicable in the country of
origin.
Copy of the approval decision issued by the
competent authority.
Moroccan Banks Form of registration in the trade register
including the corporate object showing that the
subscriber belongs to this category.
Moroccan Associations Photocopy of the articles of association and the
receipt of the admission file application
Minor children Photocopy of the family book page showing the
date of birth of the child.
All subscriptions not meeting the above identification conditions shall be void. Subscription
orders shall be irrevocable after the closing of the subscription period.
Portion II
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Category Documents to be attached
Employees of Timar S.A Photocopy of ID for Moroccan employees.
Employees of Timar Tanger Med Photocopy of passport or residence permit for foreign
employees. Employees of Canet levage
X.5 Terms of subscription and order processing
a. Terms of subscription
The new shares belonging to the category reserved for current shareholders and PSR holders
may be subscribed to with the centralizing and order collector body MENA CP and securities
depositary organizations. Subscriptions of employees as employees must be made in cash
with BMCE Bank, the sole body collecting employee subscription orders. All subscriptions
will be in cash and must be expressed in number of shares. The new shares will be reserved
preferentially and irreducibly for preferential subscription rights holders thereon at the rate of
one (1) new share for every five (5) preferential subscription rights, and permanent employees
of the group in Morocco. Subscription forms will be signed by the subscriber or their
representative and stamped by the subscriptions collecting body.
Under the provisions of Article 189 last paragraph of Act No. 17-95 of 30 August 1996 on
public limited companies as amended and supplemented by Act 20-05, the subscription of
new shares is reserved to the company shareholders and preferential subscription rights
holders. PSR holders will therefore have an irreducible right to subscribe to the new shares to
be issued.
They will also have a reducible subscription right for the distribution of shares not taken up
under the exercise of irreducible subscription rights. This distribution will be made in
proportion to their shares in the capital and within the limits of their applications without
attribution of share fractions.
The new shareholders may subscribe to this transaction as well as the existing shareholders by
buying subscription rights on the market. These rights will be sold by the existing
shareholders who do not wish to subscribe to the capital increase. They will be listed
throughout the subscription period. Purchases and sales of PSR can be made through an
authorized intermediary (broker).
Shares acquired by employees under this operation must be kept for 3 years from the date of
registration in account except in cases of early release.
Furthermore, the shares acquired by the employees through a loan, will be pledged in favor of
BMCE Bank, until repayment of the principal and interest on the loan.
The proposed financing, limited to 90% of the employee subscription, shall be a loan for 36
months with repayment in fine of 100% of the amount financed plus interest. Dividends
distributed by TIMAR will be used to prepayment of principal and interest thereon.
The financing terms are presented in the table below:
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Bank BMCE Bank
Loan period 3 years except in cases of early release.
Funding cap 90% of the amount subscribed.
Contribution of employee: At least 10% of the amount subscribed.
Repayment terms
- Repayment of capital and interest in fine or earlier in case of
early release.
Dividends will be used for annual prepayments on their dates of
perception.
Redemption
Partial or full redemption at any time without penalty.
In cases of early release, the employee must repay the entire
outstanding principal and interest thereon.
Guarantees
The pledge will cover the shares allocated to employees (with loan
and own funds). The value of this pledge is 150% maximum of the
amount financed by BMCE Bank in the case of a partial self-
financing by the employee.
- Loan Agreement to be signed by the customer.
- Life insurance.
- Authorization given by the employee to the bank to be able to
sell the shares at any time if the value of the stock drops more than
20% compared to the subscription price offered to existing
shareholders and PSR holders (MAD 385).
The centralizing body and collectors of subscription orders must ensure, prior to the
acceptance of a subscription, that the subscriber has the financial ability to honor their
commitments. They are obliged to accept subscription orders of any person entitled to
participate in the operation, provided that the person provides the necessary financial
guarantees.
Subscription forms reserved for the employee portion must be signed by them and
accompanied by the payment of the full subscription (transfer, check submittal or cash or
bank financing commitment in case of loan, with at least 10 % of the subscription amount
representing the contribution of the employee).
In case the subscriptions received, both irreducible and reducible and those of employees do
not reach all of the capital increase, the Board will limit the amount of the capital increase to
the amount of subscriptions received.
b. Opening of accounts
Subscriptions are recorded in a securities and cash account on behalf of the applicant.
In addition to the conditions for the identification and creation of a file by the customer, the
new account holders will have to sign an open "Security/Cash" account agreement with a
depository and necessarily with BMCE Bank for the portion of the employees.
A proxy for subscribing can in no case allow the opening of an account for the principal.
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New accounts can only be opened by the account holder. It is strictly forbidden to open an
account by proxy.
Account openings for minor children and incapacitated adults can be carried out by the legal
representative of the minor or incapacitated adult (parent or guardian). In this sense,
depositaries will require any document justifying the inability of the incapacitated adult
whose subscription was made by his legal representative.
Subscriptions can be recorded either on their own account or on that of the father, mother,
guardian and legal representative.
c. Subscriptions for third parties
Subscriptions for third parties are allowed within the following limits:
- Subscriptions for third parties are accepted on condition that the subscriber has a proxy
duly signed and authenticated by his principal defining the exact scope of the proxy field
(proxy on all types of securities and cash movements on the account, or proxy specific to
subscription to the TIMAR capital increase operation). The order collector shall, if it does
not already dispose of that copy, obtain the same and attach it to the application form;
- The proxy must specify the references of securities and cash accounts of the principal,
in which will be registered respectively movements in securities and cash related to
TIMAR shares subject of transaction;
- Subscriptions for minors’ account whose age is less than 18 or incapacitated adults are
allowed provided they are made by the parent, guardian or legal representative of the
minor child. The order collector must, if they do not have them already, get a copy of the
last page of the family book showing the date of birth of the minor child or incapacitated
adult in question if necessary. In this case, the movements are carried either in an account
opened in the name of the minor child, or in the securities or cash account opened in the
name of the father, mother, guardian or legal representative;
- In the case of a portfolio management power, the manager can only subscribe on behalf
of the client for whom he manages the portfolio by presenting a proxy duly signed and
authenticated by the client, or the management power if it provides for an express
provision to that effect. Management companies are exempted to present these documents
for UCITS they manage.
d. Procedure for the exercise of preferential subscription rights
To exercise their PSR, PSR holders must make a request to their account holders during the
subscription period and pay the corresponding subscription price. The preferential
subscription rights shall be exercised by their holders, subject to revocation by the end of the
subscription period.
A PSR blocking certificate should be attached to the application forms.
e. Terms of allocation
Portion I
The number of shares allotted to this portion is 48,750 shares.
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Shares subscribed on an irreducible basis will be allocated proportionally to the number of
PSR held by each subscriber.
Thus, in addition to irreducible subscriptions, shareholders can apply for reducible
subscriptions. In this sense, the issued and unsubscribed irreducible shares will be allotted to
reducible subscribers within the limit of their request and in proportion to the shares held.
Portion II
The number of shares allocated to this portion is 8,600 shares.
The amount corresponding to the number of shares to be asked represents at most:
12 months gross taxable income including the 13th
month and the annual
premium in 2014, calculated on the basis of the share subscription price of
MAD 308.
10% of the total amount of the transaction, i.e. MAD 2.141.755.
The shares will be allocated on a one share per subscriber basis with priority given to the
highest applications. The allocation mechanism of one share per subscriber, within the limits
of their applications, will be made by iteration, until exhaustion of number of shares dedicated
to this type of order.
f. Processing of odd lots
TIMAR shareholders who do not hold a substantial number of shares and/or multiple rights of
5 will make the purchase or sale at market conditions of the number of shares before the
subscription or subscription rights period needed during the subscription period.
g. Processing of transfer
If the number of securities subscribed for under portion II is less than the corresponding
offer, the number of unsubscribed shares will be allocated to the subscribers of portion I
who have subscribed reducibly.
X.6 Terms of centralization, subscription cover and transaction recording
a. Centralization of subscription orders
MENA.C.P, as a centralizing body and collector of subscription orders, shall collect from
authorized depositaries all the subscription forms filled in and related to this cash capital
increase reserved to existing shareholders and PSR holders and permanent employees of
Timar SA group. MENA CP will also collect the employee subscriptions file with BMCE
Bank.
At the end of the subscription period, MENA.CP shall communicate to the management of
TIMAR the list of subscribers and the amounts subscribed and communicate to the
Casablanca Stock Exchange the overall results of the operation.
Mena.CP shall be responsible for the collection of subscriptions, processing and allocation of
the shares subscribed within this capital increase.
Subscription forms and the detailed list of subscribers must be delivered or faxed to the
centralizing body at: 05 22 36 86 00 no later than 04/05/2015.
16
b. Payment of subscriptions and registration in account
The payment of amounts corresponding to subscriptions to this capital increase should be
made in cash (by remitting checks or debiting the bank account of the subscriber opened in
the books of their depositary) and paid to the centralizing body no later than the day of the
closing of the subscription period.
It should be noted that the checks must be cashed before the closing of the subscription
period.
The amount of payments shall be equal to the amount subscribed increased by the Stock
Exchange commission (0.1% of the amount subscribed before tax), the brokerage commission
(0.6% of the amount subscribed excluding taxes) and the payment/delivery commission (0.2%
of the amount subscribed before tax). Fees are charged by the Depositary.
A 10% VAT will be applied to various commissions.
MENA.CP, clearinghouse and order collector shall pay these amounts in a special account for
the operation, subject of this Prospectus, called "TIMAR Capital Increase".
c. Brokerage firm responsible for the registration of the transaction
MENA.C.P is responsible for the registration of Timar capital increase operation with the
Casablanca Stock Exchange.
X.7 Terms of publication of the results of the transaction
The publication of the results will be operated by the Casablanca Stock Exchange in the stock
gazette on 18/05/2015.
The issuer will also publish the results of the operation in a legal gazette on 28/05/2015.
X.8 Terms of restitution of the balance
The return of cash balances to subscribers shall be made within 3 days after the publication of
results, that is on 21/05/2015.
X.9 Unavailability of securities
The shares subscribed for under this capital increase must be held by employees for a
minimum period of 3 years, as of the date of entry into account.
During this period, the shares in question may not be assigned or pledged (except pledge in
favor of BMCE Bank in case the employee uses a bank credit during the subscription).
However, the subscribers shall have the opportunity to sell their shares in anticipation and
with the agreement of the employer, without having to pay the discount in the following
cases:
Wedding or divorce with child custody ;
Death of the employee ;
Accession to the main property ;
Final and absolute disability of the subscriber ;
Sale launched by BMCE Bank following a 20% drop in the price of the share on the
market compared to MAD 385 subscription price.
17
In case of resignation or dismissal for serious misconduct of the employee, as defined by the
labor code, and if the termination of the employment contract is done during the vesting
period, the employee shall refund to TIMAR SA the amount of discount he/she received.
They will also repay the amount of the income tax they had been exempted from
(corresponding to a 10% discount) as well as that supported by TIMAR SA for the additional
discount of 10%.
In the event of death or disability of the employee, the exemption from tax on the discount
and the tax borne by TIMAR SA under the additional discount will not be reimbursed by the
employee.
XI. Tax System
Tax Processing of the Discount
Subject to legal or regulatory changes, taxation processing of the discount is as follows:
• Exemption from Income Tax of employer contribution, which corresponds to the
price differential between the value of the share at the date of grant of the option and
its value at the date of exercise of the option, within the limit of 10% of the value of
the share at the grant date. The excess over the threshold is considered a cash benefit
that is liable to Income Tax according to the progressive rate schedule for the month of
the exercise of the option. The company will support the tax corresponding to 10% of
discount.
• The delayed taxation of the capital gain on the date of exercise of the option until the
subsequent sale of the shares acquired, according to the rules applicable to profits from
securities.
The benefit of this preferential treatment is conditioned on compliance by the employee
concerned to a lockup period of shares acquired (inability to sell the shares), for three years
from the date of lifting the option. In the event of death or disability of the employee, the
above 3-year period shall not be taken in account.
In this respect, in case of transfer of shares during the period of unavailability of 3 years, the
above advantages are revoked and the employee concerned will be taxed for income tax
according to the progressive rate schedule for the month following the sale both regarding the
employer contribution and the added value of acquisition.
The additional tax and surcharges thereon in case of revoking the above exemptions are
charged to the employee concerned. The sale by the employee concerned of the shares
acquired by him beyond the period of unavailability is subject to the rules applicable to profits
from securities.
18
PART II: PRESENTATION OF TIMAR
I. General Introduction
Corporate name TIMAR S.A.
Registered office Rue M’barek ben Brahim, Avenue « O », rue Abou Baker Bnou
Koutia, quartier industriel « Roches noires », Ain Sebaâ -
Casablanca
Telephone +212 522 67 60 00
Fax +212 522 67 25 81
Website www.timar.ma
Email address [email protected]
Legal form A Public Limited Company with a Board of Directors
Date of incorporation 1980
Term 99 years
Registration number in the commercial
register Casablanca Trade Register n°40957, on 05/01/1982
Fiscal year From 1 January to 31 December
Share capital MAD 24,375,000 divided into 243,750 shares with a nominal
value of MAD 100 at the end of December 2014
Corporate object According to Article 3 of the articles of association, the
company shall have as object:
- Freight forwarding;
- Freight and road transport to all destinations of all goods
and heavy equipment;
- All freight forwarding, land, sea, air and all types of
transportation;
- All handling operations, storage of all goods and
merchandise;
- All trucking, customs and storage operations;
- All operations of transport and land freight services;
- Purchasing, leasing, operation by all means of all
equipment and gear for the above business;
- And exclusively on behalf of the company, holding,
purchase, operation, or lease of all patents, trademarks,
licenses, and processes relevant to the above business;
- And more generally, all industrial, commercial, financial,
or real estate operations, conducted exclusively on behalf of
the company, directly or indirectly related to the corporate
purpose and to facilitate, promote or develop the same.
Consultation of legal documents The articles of association, minutes of general meetings, and
the auditors’ reports are available at the headquarters of
TIMAR at Rue M’barek ben Brahim, Avenue « O », Rue Abou
Baker Bnou Koutia, quartier industriel « Roches Noires », Ain
Sebaa, Casablanca.
19
Competent court Commercial Court of Casablanca
Tax system Corporation tax: Normal rate of 30%
Value Added Tax: Normal rate of 20%; a rate of 14% is
applied to freight operations.
Laws Given its legal form, the Company is governed by Moroccan
law, in application of Act 20/05 promulgated by Royal
Decree No. 1-08-18 issued on 23/05/2008 supplementing
and amending Act 17/95 on Public Limited Companies.
Given its business, the Company is subject to several laws:
- Act 16-99 amending and supplementing Royal Decree No.
1-63-260 of 12 November 1963 on the land transport by
motor vehicles;
20
- Decree No. 2-03-169 on the carriage of goods for third
parties and for one’s own account;
- Order No. 2-03-169 taken for the implementation of
Decree No. 2-03-169 supra;
- Order No. 1744-03 of the Ministry of Equipment and
Transport approving model contracts relating to the carriage
of goods for hire and rental of motor vehicles transporting
goods without driver;
- The order of the Ministry of Economy and Finance No.
733-10 of 18 rabii I 1431 (5 March 2010) establishing the
organizational arrangements of the professional aptitude test
for obtaining the approval as customs forwarder;
- Act 15-95 as Commercial Code;
In addition, for air transport:
- The Warsaw Convention of 1929 which regulates the legal
relationships of carriers and users of their lines and defines,
among other things, the document used (LTA) and the
carrier's liability;
- The Chicago Convention (1944), which organizes the
development of international civil aviation;
- Convention of Guadalajara which complements that of
Warsaw;
- The following protocols: Some provisions of the Warsaw
Convention have been amended by the Protocol of
"Guatemala City" in 1971, the 4 protocols of Montreal in
1975, the Hague Protocol of 18 September 1955, the
"Guatemala" agreement on 18 September 1961;
- The Montreal Convention, signed May 28th
, 1999 relating
to the Unification of Certain Rules for International Carriage
by Air.
In addition, for road transport:
- The so-called CMR Convention, signed May 19th
, 1956 in
Geneva on the international transport of goods by road;
- Protocol of 5 July 1978 amending the above CMR;
In addition, for shipping:
-The United Nations Convention on the Carriage of Goods
by Sea (Hamburg Rules) came into force in 1992 and a
uniform legal regime governing the rights and obligations of
shippers, carriers and recipient, under a contract of carriage
of goods by sea;
-The Rules of the Hague-Visby carrying Unification of
Certain Rules relating to Bills of Lading;
-The United Nations Convention on the International
Carriage of Goods Wholly or Partly by Sea (Rotterdam
Rules). This agreement responds and provides a modern
alternative to earlier conventions concerning the
international carriage of goods by sea, especially the rules of
the Hague and Hamburg.
- The order No. 1070-1000 issued by the Ministry of
Finance and Privatization on the exercise of the business of
21
forwarder on 23 Jumada I 1421 (24 August 2000).
Due to its listing on the Casablanca Stock Exchange, the
company is subject to all laws and regulations relating to the
financial market, including:
- Royal Decree No. 1-93-211 of 21 September 1993 on the
Casablanca Stock Exchange as amended and supplemented
by Acts 34-96, 29-00, 45-06 52-01 and;
- The General Regulations of the Stock Exchange approved
by the Decree of the Minister of Economy and Finance No.
499-98 of 27 July 1998 and amended by Decree of the
Minister of Economy, Finance, Privatization and Tourism
No. 1960-1901 of 30 October 2001. The latter was amended
by the amendment in June 2004 entered into force in
November 2004 and by Order No. 1268-1208 of 7 July
2008;
- Royal Decree No. 1-93-212 of 21 septembre1993 on the
Ethics Council for Securities and the information required of
companies making public offerings as amended and
supplemented by Acts No. 23-01, 36-05 and 44-06;
- The general regulations of the Securities Commission
approved by the Decree No. 822-08 of the Minister of
Economy and Finance of 14 April 2008.
- Royal Decree No. 1-96-246 of 9 January 1997
promulgating Act No. 35-96 on the establishment of the
Central Depository and the establishment of a general
system for registration into account of certain securities as
amended and supplemented by Act 43-02;
- The general regulations of the central depository approved
by the Decree No. 932-98 of the Minister of Economy and
Finance of 16 April 1998 and amended by the Decree No.
1961-1901 of the Minister of Economy, Finance,
Privatization and Tourism of 30 October 2001 and Decree
No. 77-05 of 17 March 2005;
- The circular of the Ethics Council for Securities;
- Royal Decree No. 1-04-21 of 21 April 2004 promulgating
Act No. 26-03 relating to public offerings on the Moroccan
stock market as amended and supplemented by 46-06.
II. Information on TIMAR capital
On the eve of this transaction, the share capital of TIMAR is 24.3 million dirhams, fully paid
and divided into 243,750 shares with a nominal value of MAD 100 each.
II.1 Shareholding structure at 30 June 2014
The shareholding structure of TIMAR at the end of June 2014 was as follows:
22
Identity of shareholders Number of shares held % of capital and voting
rights
Mr. Jean Charles PUECH (Father) 123 048 50,48%
Ms. Cécile PUECH 10 000 4,10%
Mr. Olivier PUECH 12 500 5,13%
Mr. Jean-Charles PUECH (Son) 10 260 4,21%
Ms. Geneviève PUECH 206 0,08%
SCGPP 12 500 5,13%
HAKAM ABDELLATIF FINANCE SA 24 595 10,09%
Various shareholders 50 641 20,78%
Total 243 750 100%
Source: TIMAR
The share capital of TIMAR is unchanged from the capital increase of 2011. However, the
number of shares held by the Puech family declined to 168,514 shares, that is 69.13% of the
capital, representing direct and indirect interests in the company.
10.09% of TIMAR capital is held by Hakam ABDELLATIF FINANCE SA which crossed
above the 10% threshold at the end of 2011 through the acquisition of 2,000 shares on 2
December 2011.
II.2 Organization Chart
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PART III: Risk Factors
I. Risks related to the sector
I.1. Macroeconomic Risks
The macroeconomic risk primarily covers the risk related to the drop in international trade
between Moroccan and foreign companies following a local or international recession.
TIMAR business is directly dependent on the volume of exchanges traded with foreign
countries. These exchanges depend on the degree of openness of the national economy and
national and international economic growth.
However, different economic strategies developed by successive governments of the
Kingdom demonstrate their willingness to encourage exports and relocation of foreign
companies in the country. In addition, several free trade agreements in goods were signed
between Morocco and its main trading partners which should also encourage exchanges and
therefore needs in terms of transport and logistics.
Finally, the risk of a major and lasting economic recession in Morocco and its main economic
partners are currently unlikely.
I.2. Risks relating to competition
The competitive risk for TIMAR is characterized by the emergence of new structured
competitors enjoying performing networks abroad. These competitors are usually
representatives of multinational companies that have very substantial resources both locally
and internationally. It is also worth to note that TIMAR has undertaken a competitive
intelligence strategy to deal with the so-called competitive pressure.
This competitive pressure is also reflected in the emergence of new firms in the distribution
and export logistics business. This represents a risk to TIMAR but also an important
advantage. Indeed, these companies allow pulling up the quality of services provided to
customers and contribute to improving the profession's image and expand the target national
and International clientele.
Moreover, conscious of the importance of having a broad and powerful network abroad,
TIMAR now works in partnership with several companies based in Europe, Asia and around
the world to support its shipments from or to Morocco and thus counter the advantage of
being a member in an international network for their local representatives.
II. Risks related to the company
II.1. Customer Risk
Like any corporation, TIMAR faces the risk of default and delinquency on the part of some
customers. However, this risk is limited by several factors:
• The quality of the signature of its customers who are usually large national and foreign
companies;
24
• The establishment of procedures for recovery of debts.
To date, the Company has not recorded outstanding debts that may affect its profits significantly.
II.2. Risks related to income concentration
TIMAR is making important sales with certain customers. Indeed, on average, nearly 17% of
sales were achieved with the top 10 customers of the company between 2011 and 2013. This
concentration could lead to a decline in the turnover of the company if the contracts with
these customers were to be interrupted. This risk is however limited by the commercial efforts
of TIMAR teams to diversify the customer base.
II.3. Risk of breaken off of network partnership contracts
The Company conducts a significant portion of its turnover with foreign partners (mainly
PANALPINA). The termination of these contracts could lead to a decline in sales. Note that
PANALPINA decision of implantation in Morocco resulted in the withdrawal of exclusive
representation entrusted initially to Timar.
However, TIMAR competitive position in the Moroccan market and reputation would allow it
to replace any termination of partnership network with other partners interested in the national
market.
II.4. Social Conflict Risks
The entire staff of TIMAR is unionized and the company could face strike action that would
impede the proper operation of its business.
However, the relationship between the company officials and union representatives has
always been constructive and the company has never had to face massive strikes. Staff
participation procedures in all major decisions related to working conditions and wages have
been set up to avoid any social action that would cause damage to the interests of the
company.
II.5. Currency Risks
A portion of sales and purchases of TIMAR is made in foreign currency primarily in Euro and
Dollar. The results of the company could therefore be impacted by fluctuations in exchange
rates of these currencies against the Dirham.
This risk is limited by making available by some local banks of future hedging instruments to
hedge a negative impact of changes in exchange rates.
II.6. Financial Risks
Some of the direct equity of TIMAR SA has a negative net worth and a risk of additional
provisioning. However, the company is confident about the recovery of the situation of its
subsidiaries, which is necessary for the proper operating of the group over the coming years.
III. Shareholding Risks
In addition to the risks specific to the business of TIMAR, the latter could be impacted by a
change in its ownership and its management team.
25
PART IV: SCHEDULES
I. Statement of Cash Flows
In MMAD 2011 2012 30.06.2013 2013 30.06.2014 2014e
Income for the year 183,65 213,69 108,52 223,1 124,94 236,13
Expenses for the year 134,88 154,47 79,35 164,91 92,72 178,23
Added Value 48,2 57,7 2916,70% 57,5 32,21 57,90
Taxes 0,99 1,5 0,84 2,43 1,14 2,31
Personnel expenses 29,25 34,18 17,19 38,46 20,63 42,25
Other operating expenses 0,66 0,43 0,21 0,43 0,21 1
Operating expenses 0,53 1,53 0,18 0,7 0,02 2,57
Operating depreciation 5,57 7,71 2,81 5,81 2,77 5,13
Operating Income (I) 12,3 15,4 829,40% 11,1 7,47 10,11
Financial income 1,44 2,1 1,54 1,93 0,7 3,07
Financial expenses 2,95 3,99 2,02 18,17 1,67 13,80
Financial Income (II) -1,51 -1,89 -0,48 -16,25 -0,97 -10,74
Current Income (III) = (I) + (II) 10,8 13,5 781,10% -5,2 6,5 -0,63
Non-recurring income 2,94 1,91 3,76 23,73 1,27 9,12
Non-recurring expenses 1,51 1,67 3,3 7,59 1,16 5,32
Non-recurrent Profit (IV) 1,42 0,24 0,46 16,14 0,11 3,80
Profit before Tax (V) = (III) +
(IV) 12,2 13,8 827,20% 11 6,61 3,17
Income Tax 4,1 4,46 2,48 3,58 1,98 -1,24
Net Income 8,1 9,3 5,79 7,4 4,6 1,93
26
II. BALANCE
In MMAD 2011 2012 31.12.2013 30.06.2014 2014e
Non capital assets 0,9 0,7 0,4 0,3 1
Intangible assets 5,3 4,4 3,6 3,3 3
Property and equipment 10,8 11,7 7,1 8,5 5
Financial assets 31 52,5 43,1 48,2 49
Translation differences - Assets 0 0 0 0,1 0
Fixed Assets 48 69,3 54,2 60,5 59
Stocks 0 0 0 0 0
Receivables of current assets 96,9 107,9 129,7 122,2 130
Securities and investment securities
4
Translation differences - Assets 0,9 0,5 0,2 0 0
Availability 1,9 1,8 22,4 3,3 6
Current Assets 97,8 108,4 129,8 122,2 134
Total Assets 147,7 179,5 206,5 199,8 198,45
Equity 76,8 84,1 89,5 92,2 89,52
Share capital 24,4 24,4 24,4 24,4 24,38
Share premium 25,1 25,1 25,1 25,1 25,14
Revaluation differences 0 0 0 0 0,00
Legal reserve 1,6 2 2,4 2,4 2,44
Other reserves 0,6 0,6 0,6 0,6 0,63
Retained earnings 16,9 22,7 29,6 35 35,00
Net profit for the year 8,1 9,3 7,4 4,6 1,93
Equity and quasi-equity 0 0 0 0 1,09
Financing debt 8,3 5,8 2,7 1,9 3,76
Provisions for risks and charges 2,9 2,5 3,5 4,2 0,00
Permanent Funding 87,9 92,3 95,8 98,4 94,37
Current Liabilities 51 64,3 72,2 62,5 70,13
Current liabilities debt 49,1 63 70,7 61,2 68,93
Suppliers 23,4 32,7 42,7 34,3 30,12
Advance payments and deposits from
customers 0,2 0 0,6 0,1 1,06
Personnel 1 1,7 2,3 2,6 2,23
State & social bodies 11,8 12,1 14,9 15,6 13,87
Shareholders’ accounts 0 0,3 1,1 0,9 1,28
Other creditors 12 13,2 7 2,4 17,18
Accruals Liabilities 0,8 2,9 2,2 5,3 3,19
Other provisions for risks & charges 1,8 1,3 1,4 1,3 0,92
Translation differences – Liabilities 0,1 0 0,1 0 0,28
Overdraft 8,8 22,9 38,5 38,9 34
Total Liabilities 147,7 179,5 206,5 199,8 198,45
Warning
27
The above information is only part of the Prospectus approved by the (CDVM) under reference No
VI/EM/004/2015
The CDVM recommends reading the entire Prospectus made available to the public in French.